**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549




**FORM
      10-Q**




**x** **QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF
      1934**




For
      the
      quarterly period ended: November 30, 2007




OR




**o** **TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF
      1934**




For
      the
      transition period from ________________ to ________________




*Commission
      File No. 0-26057*




**BIOPHAN
      TECHNOLOGIES, INC.**


(Exact
      name of registrant as specified in its charter)





Nevada
            82-0507874(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer Identification No.)





15
      Schoen
      Place


Pittsford,
      New York 14534


(Address
      of principal executive offices) (Zip Code)




(585)
      267-4800


(Registrant's
      telephone number, including area code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.




Yes x No o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of "accelerated
      filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
      one).




**Large
      Accelerated Filer**  o  **Accelerated
      Filer**  x  **Non-Accelerated
      Filer**  o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes o No x




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      equity, as of the latest practicable date.




Class
      outstanding as of January 8, 2008 - Common Stock, $.005 par value: 113,072,681
      shares








**INDEX**




**PART
      I. FINANCIAL INFORMATION**





ITEM
                1. Financial StatementsCondensed
                Consolidated Balance Sheets, November 30, 2007 (Unaudited) and February
                28, 2007
            1Condensed
                Consolidated Statements of Operations, Three Months and Nine Months
                Ended
                November 30, 2007 and 2006 (Unaudited), and from August 1, 1968 (Date
                of
                Inception) through November 30, 2007 (Unaudited)
            2Condensed
                Consolidated Statements of Cash Flows, Nine Months Ended November 30,
                2007 and 2006 (Unaudited), and from August 1, 1968 (Date of Inception)
                through November 30, 2007 (Unaudited)
            3Notes
                to Condensed Consolidated Financial Statements
            6ITEM
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            13ITEM
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            16ITEM
                4. Controls and Procedures
            16PART
                II. OTHER INFORMATIONITEM
                1. Legal Proceedings
            16ITEM
                1A. Risk Factors
            16ITEM
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            16ITEM
                3. Defaults Upon Senior Securities
            16ITEM
                4. Submission of Matters to a Vote of Security Holders
            16ITEM
                5. Other Information
            16ITEM
                6. Exhibits
            16SIGNATURES
            17










**PART
      I. FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




**BIOPHAN
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


(A
      DEVELOPMENT STAGE COMPANY)




**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





November
                30,
              2007
            
            February 28,
              2007(Unaudited)ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            8,116,791
            
            $
            2,418,551Accounts
                receivable
            
            
            55,000
            
            
            21,448Due
                from related parties
            
            
            63,899
            
            
            —Prepaid
                expenses
            
            
            131,054
            
            
            166,171Other
                current assets
            
            
            31,871
            
            
            25,350Total
                current assets
            
            
            8,398,615
            
            
            2,631,520Property
                and equipment, net
            
            
            340,940
            
            
            418,362Other
                assets:Intangible
                assets, net of amortizationMyotech,
                LLC
            
            
            17,391,991
            
            
            23,074,028Other
            
            
            1,192,408
            
            
            1,322,777Deferred
                financing costs, net of amortization of $559,050 and $186,350,
                respectively
            
            
            973,160
            
            
            1,345,860Investment
                in New Scale Technologies, Inc.
            
            
            37,000
            
            
            100,000Deposits
            
            
            206
            
            
            3,70419,594,765
            
            
            25,846,369$
            28,334,320
            
            $
            28,896,251LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIENCY)Current
                liabilities:Current
                portion of capital lease obligation
            
            $
            10,290
            
            $
            7,445Current
                portion of senior secured convertible notes, net of discount of $1,610,504
                and $2,183,580, respectively
            
            
            1,494,438
            
            
            672,481Accounts
                payable and accrued expenses
            
            
            1,508,144
            
            
            1,942,033Note
                payable
            
            
            60,819
            
            
            78,007Line
                of credit - related party
            
            
            1,200,000
            
            
            4,430,000Due
                to related parties
            
            
            43,457
            
            
            80,280Deferred
                revenues
            
            
            20,833
            
            
            208,333Total
                current liabilities
            
            
            4,337,981
            
            
            7,418,579Long-term
                debt:Capital
                lease obligation
            
            
            18,382
            
            
            19,604Senior
                secured convertible notes payable, less discount of $835,755 and
                $3,359,354, respectively
            
            
            775,523
            
            
            1,034,585Fair
                value of warrant liability
            
            
            —
            
            
            10,494,006Total
                liabilities
            
            
            5,131,886
            
            
            18,966,774Minority
                interest
            
            
            7,299,664
            
            
            13,139,882Stockholders'
                equity (deficiency):Common
                stock $.005 par value
              Authorized,
                250,000,000 and 125,000,000 shares,
              respectively
              Issued,
                110,835,881 and 83,431,699 shares ,
              respectively
            
            
            554,179
            
            
            417,158Additional
                paid-in capital
            
            
            78,486,695
            
            
            54,532,20479,040,874
            
            
            54,949,362Less
                treasury stock, 4,923,080 shares, at cost
            
            
            (8,467,698
            )
            
            (8,467,698
            )70,573,176
            
            
            46,481,664Deficit
                accumulated during the development stage
            
            
            (54,670,406
            )
            
            (49,692,069
            )Total
                stockholders' equity (deficiency)
            
            
            15,902,770
            
            
            (3,210,405
            )$
            28,334,320
            
            $
            28,896,251




**See
      Notes to Condensed Consolidated Financial
      Statements**


1





**BIOPHAN
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


(A
      DEVELOPMENT STAGE COMPANY)




**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


(UNAUDITED)




Period fromAugust 1, 1968Three Months Ended
            
            Nine Months Ended
            
            (date ofNovember 30,
            
            November 30,
            
            inception) to2007
            
            2006
            
            2007
            
            2006
            
            November 30, 2007Revenues:Sale
                of intellectual property
            
            $
            11,000,000
            
            
            —
            
            $
            11,000,000
            
            
            —
            
            $
            11,000,000License
                fees
            
            
            62,500
            
            
            62,500
            
            
            187,500
            
            
            500,000
            
            
            1,229,166Development
                payments
            
            
            30,000
            
            
            —
            
            
            30,000
            
            
            —
            
            
            330,000Grant
                revenues
            
            
            25,000
            
            
            —
            
            
            100,000
            
            
            —
            
            
            100,000Testing
                services and consulting fees
            
            
            42,206
            
            
            163,594
            
            
            174,557
            
            
            381,115
            
            
            942,28111,159,706
            
            
            226,094
            
            
            11,492,057
            
            
            881,115
            
            
            13,601,447Operating
                expenses:Research
                and development
            
            
            945,466
            
            
            1,737,351
            
            
            3,763,250
            
            
            6,267,272
            
            
            23,973,643General
                and administrative
            
            
            1,614,083
            
            
            1,264,228
            
            
            4,904,507
            
            
            4,923,853
            
            
            29,670,823Write-down
                of intellectual property rights
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            530,0002,559,549
            
            
            3,001,579
            
            
            8,667,757
            
            
            11,191,125
            
            
            54,174,466Operating
                income (loss)
            
            
            8,600,157
            
            
            (2,775,485
            )
            
            2,824,300
            
            
            (10,310,010
            )
            
            (40,573,019
            )Other
                income(expense):Interest
                income
            
            
            56,031
            
            
            34,697
            
            
            76,462
            
            
            46,303
            
            
            287,834Interest
                expense
            
            
            (7,301,398
            )
            
            (1,889,188
            )
            
            (9,920,922
            )
            
            (2,573,595
            )
            
            (18,001,451
            )Additional
                expense related to warrants
            
            
            —
            
            
            (7,304,105
            )
            
            —
            
            
            (7,304,105
            )
            
            (7,304,105
            )Change
                in fair value of warrant liability
            
            
            —
            
            
            6,722,184
            
            
            4,339,214
            
            
            6,722,184
            
            
            10,562,475Liquidated
                damages
            
            
            —
            
            
            —
            
            
            (652,500
            )
            
            —
            
            
            (652,500
            )Gain
                on sale of investment
            
            
            124,500
            
            
            —
            
            
            124,500
            
            
            —
            
            
            124,500Loss
                on extinguishment of debt
            
            
            (3,189,187
            )
            
            (670,053
            )
            
            (3,189,187
            )
            
            (670,053
            )
            
            (3,859,240
            )Gain
                on disposal of assets
            
            
            1,500
            
            
            —
            
            
            9,109
            
            
            —
            
            
            9,109Other
                income
            
            
            72,460
            
            
            44,499
            
            
            296,406
            
            
            138,200
            
            
            1,149,797Other
                expense
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (70,528
            )(10,236,094
            )
            
            (3,061,966
            )
            
            (8,916,918
            )
            
            (3,641,066
            )
            
            (17,754,109
            )Loss
                from continuing operations before minority interest in Myotech,
                LLC
            
            
            (1,635,937
            )
            
            (5,837,451
            )
            
            (6,092,618
            )
            
            (13,951,076
            )
            
            (58,327,128
            )Minority
                interest in Myotech, LLC
            
            
            389,108
            
            
            470,674
            
            
            1,114,281
            
            
            1,686,594
            
            
            3,746,079Loss
                from continuing operations
            
            
            (1,246,829
            )
            
            (5,366,777
            )
            
            (4,978,337
            )
            
            (12,264,482
            )
            
            (54,581,049
            )Loss
                from discontinued operations
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (89,357
            )Net
                loss
            
            $
            (1,246,829
            )
            $
            (5,366,777
            )
            $
            (4,978,337
            )
            $
            (12,264,482
            )
            $
            (54,670,406
            )Net
                loss per common share:Basic
                and diluted
            
            $
            (0.013
            )
            $
            (0.070
            )
            $
            (0.057
            )
            $
            (0.157
            )Weighted
                average shares outstanding
            
            
            97,649,310
            
            
            77,654,013
            
            
            86,621,754
            
            
            78,180,322




**See
      Notes to Condensed Consolidated Financial
      Statements**


2




**BIOPHAN
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


(A
      DEVELOPMENT STAGE COMPANY)




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


(Unaudited)





Period fromAugust 1, 1968Nine Months Ended
            
            (date ofNovember 30,
            
            inception) to2007
            
            2006
            
            November 30, 2007Cash flows
                from operating activities:Net
                loss
            
            $
            (4,978,337
            )
            $
            (12,264,482
            )
            $
            (54,670,406
            )Adjustments
                to reconcile net (loss) to net cash provided(used)
                by operating activities:Amortization
                of intangible assets
            
            
            1,044,853
            
            
            1,093,533
            
            
            2,908,339Amortization
                of deferred financing costs
            
            
            372,700
            
            
            62,117
            
            
            559,050Depreciation
                and amortization
            
            
            95,974
            
            
            47,818
            
            
            330,776(Gain)
                loss on disposal of equipment
            
            
            —
            
            
            3,651
            
            
            10,599Additional
                expense related to notes and related warrants
            
            
            5,657,809
            
            
            7,304,105
            
            
            12,961,914Change
                in fair value of derivative liability
            
            
            (4,339,214
            )
            
            (6,722,184
            )
            
            (9,657,278
            )Realized
                and unrealized losses on marketable securities
            
            
            —
            
            
            —
            
            
            66,948Loss
                on extinguishment of debt
            
            
            3,189,187
            
            
            670,053
            
            
            3,859,240Accrued
                interest on note converted to common stock
            
            
            855,722
            
            
            —
            
            
            887,226Amortization
                of discount on convertible notes payable
            
            
            3,138,290
            
            
            599,148
            
            
            5,896,306Write-down
                of intellectual property rights
            
            
            
            
            
            —
            
            
            530,000Amortization
                of discount on payable to related party
            
            
            —
            
            
            1,640,438
            
            
            2,887,555Issuance
                of common stock for services
            
            
            298,398
            
            
            —
            
            
            705,346Issuance
                of common stock for interest
            
            
            —
            
            
            —
            
            
            468,823Grant
                of stock options for services
            
            
            2,182,148
            
            
            1,112,726
            
            
            10,190,506Expenses
                paid by stockholder
            
            
            —
            
            
            —
            
            
            2,640Minority
                interest
            
            
            (1,114,081
            )
            
            (1,636,731
            )
            
            (3,700,124
            )Changes
                in operating assets and liabilities:(Increase)
                in accounts receivable
            
            
            (33,552
            )
            
            (37,222
            )
            
            (47,500
            )(Increase)
                decrease in due from related parties
            
            
            (63,899
            )
            
            4,801
            
            
            (123,199
            )(Increase)
                decrease in prepaid expenses
            
            
            35,117
            
            
            22,743
            
            
            (131,054
            )(Increase)
                decrease in other current assets
            
            
            (6,521
            )
            
            61,961
            
            
            9,467Decrease
                in deposits
            
            
            3,498
            
            
            —
            
            
            2,043Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (433,891
            )
            
            906,353
            
            
            948,136Increase
                (decrease) in due to related parties
            
            
            (36,823
            )
            
            84,984
            
            
            (39
            )Increase
                (decrease) in deferred revenues
            
            
            (187,500
            )
            
            (500,000
            )
            
            20,833Net
                cash provided (used) by operating activities
            
            
            5,679,678
            
            
            (7,546,188
            )
            
            (25,083,853
            )Cash
                flows from investing activities:Purchases
                of property and equipment
            
            
            (11,363
            )
            
            (229,677
            )
            
            (616,007
            )Sales
                of marketable securities
            
            
            —
            
            
            —
            
            
            2,432,270Sale
                (purchase) of investment
            
            
            63,000
            
            
            —
            
            
            (100,000
            )Acquisition
                costs of intangible assets
            
            
            —
            
            
            —
            
            
            (466,583
            )Cash
                paid for investment in Myotech, net of cash received of
                $19,408
            
            
            —
            
            
            —
            
            
            (280,594
            )Cash
                paid for acquisition of Biophan Europe, net of cash received of
                $107,956
            
            
            —
            
            
            —
            
            
            (258,874
            )Purchases
                of marketable securities
            
            
            —
            
            
            —
            
            
            (2,436,218
            )Net
                cash provided (used ) by investing activities
            
            
            51,637
            
            
            (229,677
            )
            
            (1,726,006
            )





**See
      Notes to Condensed Consolidated Financial
      Statements.**


3





**BIOPHAN
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


(A
      DEVELOPMENT STAGE COMPANY)




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


(Unaudited)





Period fromAugust 1, 1968Nine Months Ended
            
            (date ofNovember 30,
            
            inception) to2007
            
            2006
            
            November
                30, 2007Cash
                flows from financing activities:Proceeds
                of bridge loans
            
            
            —
            
            
            —
            
            
            986,500Loan
                from stockholder
            
            
            —
            
            
            —
            
            
            143,570Line
                of credit borrowing from related party
            
            
            —
            
            
            3,630,000
            
            
            7,980,950Line
                of credit payments
            
            
            —
            
            
            (2,000,000
            )
            
            (2,072,500
            )Proceeds
                (repayment) of convertible notes payable
            
            
            (50,372
            )
            
            7,250,000
            
            
            7,199,628Notes
                payable proceeds (payments)
            
            
            (17,188
            )
            
            55,213
            
            
            (139,181
            )Principal
                payments on capital lease obligation
            
            
            (5,564
            )
            
            —
            
            
            (5,564
            )Proceeds
                from sales of common stock
            
            
            40,049
            
            
            3,175,000
            
            
            19,478,898Exercise
                of options
            
            
            —
            
            
            13,178
            
            
            658,467Exercise
                of warrants
            
            
            —
            
            
            —
            
            
            1,142,451Swing
                profits
            
            
            —
            
            
            —
            
            
            696,087Deferred
                financing costs
            
            
            —
            
            
            (1,030,120
            )
            
            (1,030,120
            )Deferred
                equity placement costs
            
            
            —
            
            
            —
            
            
            (112,536
            )Net
                cash provided by (used in) financing activities
            
            
            (33,075
            )
            
            11,093,271
            
            
            34,926,650Net
                increase in cash and equivalents
            
            
            5,698,240
            
            
            3,317,406
            
            
            8,116,791Cash
                and equivalents, beginning
            
            
            2,418,551
            
            
            1,477,716
            
            
            —Cash
                and equivalents, ending
            
            $
            8,116,791
            
            $
            4,795,122
            
            $
            8,116,791Supplemental
                schedule for cash paid for:Interest
            
            $
            3,931
            
            
            30,000
            
            $
            208,812Supplemental
                schedule of non cash investing and financing activities:Allocation
                of proceeds from line of credit - related party to beneficial conversion
                feature and warrants
            
            $
            —
            
            $
            417,070
            
            $
            2,812,555Allocation
                of proceeds from notes and warrants
            
            $
            —
            
            $
            7,250,000
            
            $
            7,250,000Gain
                on sale of investment
            
            $
            124,500
            
            $
            —
            
            $
            124,500Change
                in fair value of warrants reclassified from equity to warrants
                liability
            
            $
            —
            
            $
            —
            
            $
            755,876Reclassification
                of warrants from warrant liability to equity
            
            $
            6,154,792
            
            $
            755,876
            
            $
            6,154,792Capital
                lease obligation
            
            $
            6,318
            
            $
            —
            
            $
            33,367Issuance
                of common stock upon conversion of line of credit loans
            
            $
            2,180,000
            
            $
            —
            
            $
            4,158,450Issuance
                of common stock for payment of principal and interest on Senior Secured
                Notes payable
            
            $
            3,143,231
            
            $
            —
            
            $
            3,143,231Issuance
                of common stock for the acquisition of a 35% interest in Myotech,
                LLC
            
            $
            —
            
            $
            —
            
            $
            8,467,698Issuance
                of common stock in satisfaction of accounts payable
            
            $
            168,854
            
            $
            —
            
            $
            302,854Common
                stock issued for subscription receivable
            
            $
            —
            
            $
            —
            
            $
            —




**See
      Notes to Condensed Consolidated Financial Statements.**


4




**BIOPHAN
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


(A
      DEVELOPMENT STAGE COMPANY)




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


(Unaudited)





Period fromAugust 1, 1968Six Months Ended
            
            (date ofNovember
                30,
            
            inception) to2007
            
            2006
            
            November
                30, 2007Liabilities
                assumed in conjunction with acquisition of 51% interest inBiophan
                Europe and certain intellectual property rights:Fair
                value of assets acquired
            
            
            
            
            
            
            
            $
            1,105,714Cash
                paid
            
            
            
            
            
            
            
            
            (366,830
            )Promissory
                note issued
            
            
            
            
            
            
            
            
            (200,000
            )Restricted
                stock issued
            
            
            
            
            
            
            
            
            (134,000
            )Payables
                incurred
            
            
            
            
            
            
            
            
            (226,500
            )Liabilities
                assumed
            
            $
            —
            
            $
            —
            
            $
            178,384Issuance
                of common stock upon conversion of bridge loans
            
            $
            —
            
            $
            —
            
            $
            1,142,068Acquisition
                of intellectual property
            
            $
            —
            
            $
            —
            
            $
            425,000Intellectual
                property acquired through issuance of capital stock and assumption
                of
                related party payable
            
            $
            —
            
            $
            —
            
            $
            175,000





**See
      Notes to Condensed Consolidated Financial Statements.**




5


**BIOPHAN
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


(A
      DEVELOPMENT STAGE COMPANY)




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**November
      30, 2007**




**1.
      INTERIM FINANCIAL STATEMENTS:**




The
      condensed consolidated financial statements as of November 30, 2007 and for
      the
      three and nine months ended November 30, 2007 and 2006 are unaudited. However,
      in the opinion of management of the Company, these financial statements reflect
      all adjustments, consisting solely of normal recurring adjustments, necessary
      to
      present fairly the financial position and results of operations for such interim
      periods. The results of operations for the interim periods presented are not
      necessarily indicative of the results to be obtained for a full year. These
      unaudited condensed consolidated financial statements should be read in
      conjunction with the audited consolidated financial statements and notes thereto
      included in the Company's Annual Report on Form 10-K for the fiscal year ended
      February 28, 2007.




**2.
      BASIS OF CONSOLIDATION:**




The
      consolidated financial statements include the accounts of Biophan Technologies,
      Inc. ("Biophan"), its wholly owned subsidiaries, LTR Antisense Technology,
      Inc.("Antisense") and Nanolution Technologies, Inc., formerly MRIC Drug Delivery
      Systems, LLC, ("Nanolution"), its majority owned subsidiaries Biophan Europe
      GmbH ("Biophan Europe"), formerly aMRIs GmbH, and TE Bio LLC ("TE Bio"), and
      Myotech, LLC ("Myotech"), a variable interest entity, collectively referred
      to
      as the "Company". All significant inter-company accounts and transactions have
      been eliminated in consolidation.




**3.
      COMPANY HISTORY:**




The
      Company was incorporated under the laws of the State of Idaho on August 1,
      1968
      and on January 12, 2000, changed its domicile to Nevada by merging into a Nevada
      corporation, and on July 19, 2001, changed its name to Biophan Technologies,
      Inc. From the inception of the current line of business on December 1, 2000,
      the
      Company has not generated any material operating profits. Therefore, the Company
      is in the development stage and will remain so until the realization of
      significant revenues and operating profits. The Company's ability to continue
      in
      business is dependent upon maintaining sufficient financing or attaining future
      profitable operations.




**4.
      PRINCIPAL BUSINESS ACTIVITIES:**




The
      primary mission is to develop and commercially exploit novel medical device
      technologies to improve the delivery of healthcare. The Company is developing
      a
      novel circulatory support device, through its Myotech subsidiary, to improve
      treatment for patients with acute heart failure. The Company also possesses
      technologies for enabling biomedical devices to be image compatible (allow
      effective imaging of the device and its surrounding tissue) with MRI (magnetic
      resonance imaging). The Company is also developing, in conjunction with the
      NASA
      Ames Research Center, a system for generating power from body heat, designed
      for
      implantable devices. The Company’s Biophan Europe subsidiary is developing a
      series of MRI compatible devices including a vena cava filter, a heart valve
      and
      an occluder for the treatment of atrial septal defects. The Company's first
      licensee for several of these technologies is Boston Scientific (NYSE: BSX),
      and
      in 2007 the Company completed an $11 million transaction with Medtronic for
      the
      sale of a portion of Biophan’s MRI-related intellectual property.




**5.
      DEFERRED TAXES:**




Deferred
      tax assets and liabilities are recognized for future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases. Deferred tax
      assets and liabilities are measured using enacted rates expected to apply when
      the differences are expected to be realized. A valuation allowance is recognized
      if it is anticipated that some or all of the deferred tax asset may not be
      realized.




In
      June
      2006, the Financial Accounting Standards Board ("FASB") issued FASB
      Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
      interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the
      accounting for uncertainty in income taxes recognized in a company's financial
      statements in accordance with SFAS No. 109, "Accounting for Income Taxes."
      FIN
      48 prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of a tax position taken or
      expected to be taken in a tax return. The Company adopted FIN 48 effective
      March
      1, 2007. The Company does not believe that FIN 48 had a material effect on
      its
      consolidated financial position or results of operations as the Company has
      no
      unrecognized tax benefits and has not incurred any interest or penalties in
      any
      of its tax jurisdictions. Should any such interest or penalties be assessed,
      they will be charged to interest expense and other expense as incurred. The
      Company has open tax years beginning in fiscal years ended year February 28,
      2005 through 2007. None of the Company's tax returns has been examined by
      federal or state jurisdictions during these periods.


6




**6.
      REGISTRATION RIGHTS AGREEMENT:**




In
      December 2006, the FASB issued Staff Position No. EITF 00-19-2 ("FSP"). This
      FSP
      addresses an issuer's accounting for registration payment arrangements and
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with FASB No. 5. The guidance
      in this FSP amends FASB Statements 133 and 150 and FASB Interpretation No.
      45 to
      include scope exceptions for registration payment arrangements. This FSP further
      clarifies that a financial instrument subject to a registration payment
      arrangement should be accounted for without regard to the contingent obligation
      to transfer consideration pursuant to the registration payment arrangement.
      This
      guidance is effective for financial statements issued for fiscal years beginning
      after December 15, 2006. The Company has adopted this FSP in the current fiscal
      year as it pertains to the issuance of the Senior Secured Convertible Notes
      and
      related warrants as explained in the Note captioned "Senior Secured Convertible
      Notes".




**7.
      RECENT ACCOUNTING PRONOUNCEMENTS:**





Management
      does not believe that any recently issued, but not yet effective accounting
      standards, if currently adopted, would have a material effect on the
      accompanying financial statements.




**8.
      INVESTMENT IN MYOTECH, LLC:**




Effective
      November 30, 2005, we entered into a Securities Purchase Agreement for the
      acquisition of an initial 35% interest in Myotech, LLC ("Myotech"), a New York
      limited liability company, whereby we exchanged 4,923,080 shares of our common
      stock, par value $.005, for 3,768,488 Class A (voting) units of
      Myotech.




Based
      upon the terms of the Securities Purchase Agreement, we were obligated to
      purchase for cash consideration of $2.225 million an additional 811,037 Class
      A
      units and could have elected to acquire up to an additional 3,563,097 Class
      A
      units for further cash consideration of up to $9.775 million, over a 24-month
      period, which would have resulted in the Company owning a majority interest
      in
      Myotech. Through October 1, 2007, Biophan provided an aggregate of $4,636,040
      of
      additional funding in exchange for 1,682,234 newly issued Class A units of
      Myotech, which raised our ownership percentage to 44.1%.





On
      October 2, 2007, we entered into a revised Securities Purchase Agreement with
      Myotech pursuant to which the Company agreed to purchase from Myotech an
      additional 15,496,547Class A membership units for an aggregate purchase price
      of
      $3,200,000. Prior to the execution of the Agreement, Biophan owned 5,450,722
      Class A membership units. Upon execution of the Agreement, Biophan purchased
      an
      additional 9,316,547 Class A membership units upon the payment of an aggregate
      initial purchase price of $1,200,000 bringing our ownership percentage as of
      November 30, 2007 to 68.1%. Thereafter, upon the satisfaction of certain
      conditions, Biophan will purchase an additional 6,180,000 Class A membership
      units for a purchase price of $2,000,000, which will increase our ownership
      percentage to approximately 75%. The increase in our equity interest for
      consideration of $1,200,000 was at a per-unit price that was less than the
      then
      book value per unit. This excess of the book value over the cost, or negative
      goodwill, in the amount of $4,697,552 was allocated to reduce the stated value
      of the Myotech intellectual property in consolidation.





Prior
      to
      our obtaining a majority interest, it had been determined Myotech is a Variable
      Interest Entity within the meaning of FIN 46(R) and that we are the primary
      beneficiary (as defined in FIN 46(R)). Consequently, the financial statements
      of
      Myotech have been consolidated with our consolidated financial statements for
      all periods ending on or after November 30, 2005, the date of our initial
      investment in Myotech.


7





The
      following is selected financial data for Myotech, LLC at November 30, 2007
      and
      2006 and for the three and nine-month periods then ended:





2007
            
            2006Total
                current assets
            
            
            614,277
            
            $
            18,588Intangible
                assets, net of amortization
            
            
            22,040,864
            
            
            23,418,416Other
                assets
            
            
            139,787
            
            
            176,468Total
                assets
            
            $
            22,794,928
            
            $
            23,613,472Current
                liabilities
            
            $
            27,271
            
            $
            651,126Equity
            
            
            22,767,657
            
            
            22,962,346$
            22,794,928
            
            $
            23,613,472




Three Months
              Ended
              November 30,
                2007
            
            Three Months
              Ended
              November 30,
                2006
            
            Nine Months
              Ended
              November 30,
                2007
            
            Nine months
              Ended
              November 30,
                2006Net
                loss from operations
            
            $
            (564,091
            )
            $
            (955,117
            )
            $
            (2,146,494
            )
            $
            (3,230,046
            )




**9.
      LINE OF CREDIT AGREEMENTS:**




On
      May
      27, 2005, we entered into a Line of Credit Agreement with Biomed Solutions,
      LLC,
      a related party, whereby Biomed agreed to provide a line of credit facility
      of
      up to $2 million. Borrowings under the line, bear interest at 8% per annum,
      are
      payable on demand and are convertible at Biomed's election, into the Company's
      common stock at 90% of the average closing price for the 20 trading days
      preceding the date of borrowings under the line. In June 2005, the Company
      borrowed the entire $2 million under the line in two separate draws of $1
      million each. In accordance with the agreement, Biomed received warrants to
      purchase 500,000 shares of the Company's common stock at an exercise price
      of
      110% of the average closing price for the 20 trading days preceding the date
      of
      execution of the credit agreement. The Company recorded a discount on the
      borrowings of $958,160 due to the beneficial conversion feature of the note
      as
      well as for the value of the warrants. The discount was amortized as additional
      interest expense over the term of the note. In August 2005, Biomed elected
      to
      convert $1 million of the note plus accrued interest into 480,899 shares of
      common stock at which time, the remaining discount related to the $1 million
      portion of the loan was fully expensed. On October 7, 2005, we repaid $500,000
      of principal and all accrued interest on the loan. The balance of borrowings
      on
      the line was $500,000 at November 30, 2007.




On
      January 24, 2006, we entered into an additional Line of Credit Agreement (the
      "Line of Credit Agreement") with Biomed Solutions, LLC, pursuant to which Biomed
      committed to make advances to us, in an aggregate amount of up to $5,000,000.
      Amounts borrowed bear interest at the rate of 8% per annum and were convertible
      into shares of our Common Stock at the rate of $1.46 per share. Biomed's
      obligation to lend to us under the Line of Credit Agreement expired on June
      30,
      2007, on which date the entire amount borrowed by us (and not converted into
      shares of our Common Stock) became due and payable. In connection with the
      establishment of the credit facility, we issued to Biomed a warrant to purchase
      up to 1,198,630 shares of our Common Stock at an exercise price of $1.89 per
      share. The Company recorded a discount on the borrowings of $1,678,425 due
      to
      the beneficial conversion feature of the note as well as for the value of the
      warrant.




On
      October 11, 2006, in connection with our Securities Purchase Agreement dated
      October 11, 2006 with Iroquois Master Fund Ltd and other private investors
      (the
      "Purchase Agreement"), we amended our January 24, 2006 Line of Credit Agreement
      (the "Biomed Line of Credit Agreement") with Biomed and the Convertible
      Promissory Note in the original principal amount of $5,000,000 issued by us
      to
      Biomed on January 24, 2006 pursuant to the Biomed Line of Credit Agreement
      (the
      "$5,000,000 Biomed Note"). The amendment reduced the price at which the
      $5,000,000 Biomed Note is convertible into shares of our Common Stock from
      $1.46
      per share to a conversion price of $0.67. In connection with the Purchase
      Agreement, we also entered into a Subordination and Standstill Agreement (the
      "Subordination Agreement") with Biomed and the investors who are parties to
      the
      Purchase Agreement, pursuant to which Biomed agreed (i) to subordinate its
      rights to payment under the $5,000,000 Biomed Note and the Convertible
      Promissory Note in the original principal amount of $2,000,000 issued by us
      to
      Biomed on May 27, 2005 to the rights of the investors under the Notes and (ii)
      to convert the entire outstanding amount of principal and interest due under
      the
      $5,000,000 Biomed Note in excess of $700,000 into shares of our common stock
      upon the effectiveness of an amendment to our Articles of Incorporation to
      increase the number of our authorized shares which was effective May 9, 2007.
      On
      July 19, 2007, Biomed converted $2,180,000 of principal and $195,899 of accrued
      interest into a total of 3,546,118 shares of our common stock leaving a balance
      outstanding at August 31, 2007 of $1,750,000. On November 5, 2007, Biophan
      and
      Biomed entered into a Settlement Agreement with SBI to settle all claims, causes
      of action and disputes between and among them. As a result, Biomed forgave
      $1,050,000 of the Line of Credit leaving a balance outstanding of $700,000
      as of
      November 30, 2007. This forgiveness of debt by Biomed, a stockholder of the
      Company, was recorded as a credit to additional paid-in capital in stockholders’
equity.




The
      fair
      value of the notes is not readily determinable as there is a limited market
      for
      such related party debt.


8





**10.
      SENIOR SECURED CONVERTIBLE NOTES:**




On
      October 11, 2006, we entered into a Securities Purchase Agreement (the "Purchase
      Agreement") with 10 private investors led by Iroquois Master Fund Ltd
      ("Iroquois"). Pursuant to the Purchase Agreement, on October 12, 2006 we issued
      $7,250,000 of Senior Secured Convertible Notes (the "Notes") to the investors
      and received proceeds of $6,219,880 after paying estimated fees and expenses
      of
      $1,030,120 related to the transaction. The holders of the Notes may elect to
      convert the Notes at any time into shares of our common stock based upon a
      price
      of $0.67 per share (the "Conversion Price"). Interest on the outstanding
      principal amount under the Notes is payable quarterly at a rate equal to the
      six-month London InterBank Overnight Rate plus 500 basis points, with a minimum
      rate of 10% per annum and a maximum rate of 12% per annum, payable at our option
      in cash or shares of our common stock registered for resale under the Securities
      Act of 1933, as amended (the "Securities Act"). If we elect to make principal
      or
      interest payments in common stock, the number of shares issuable by us will
      be
      based upon the lower of (i) 90% of the 20-day trailing average volume weighted
      average price per share as reported on Bloomberg LP (the "VWAPS") or (ii) the
      Conversion Price. Principal on the Notes amortizes and payments are due in
      33
      equal monthly installments commencing four months following issuance of the
      Notes, and may be made at our option in cash or shares of our common stock
      registered for resale under the Securities Act. Our obligations under the Notes
      are secured by a first priority security interest in substantially all of our
      assets pursuant to a Security Agreement dated as of October 11, 2006 among
      us,
      the investors and Iroquois, as agent for the investors (the "Security
      Agreement").




As
      further consideration to the investors, we issued to the investors one-year
      warrants to purchase an aggregate of 10,820,896 shares of our common stock
      at a
      price of $0.67 per share. If the investors elect to exercise these one-year
      warrants, they will also receive additional five-year warrants to purchase
      the
      shares of our common stock equal to the number of shares purchased under the
      one-year warrants, with 50% of the additional warrants having an exercise price
      of 115% of the per share purchase price, and the remaining 50% of the additional
      five-year warrants having an exercise price of 125% of the per share purchase
      price. We also issued to the investors five-year warrants to purchase an
      aggregate of 10,820,896 shares of our common stock. The first five-year warrants
      allow for the purchase of 5,410,448 shares of our common stock at an exercise
      price of $0.81 per share, and the second five-year warrants allow for the
      purchase of 5,410,448 shares of our common stock at an exercise price of $0.89
      per share. The warrants contain anti-dilution protection that, should we issue
      equity or equity-linked securities at a price per common share below the
      exercise price of the five-year warrants, it will automatically adjust the
      exercise price of the warrants to the price at which we issue such equity or
      equity-linked securities. The total fair value of the warrants was $14,554,105.
      The Company recorded a discount on the Notes of $7,250,000 for the fair value
      of
      the related warrants. The excess of the fair value of the warrants over the
      carrying value of the notes, which amounted to $7,304,105, was recognized as
      additional expense related to warrants in the statement of operations for the
      year ended February 28, 2007. The discount on the Notes is being amortized
      over
      the life of the Notes using the effective interest method. The discount
      amortization for the three months and nine months ended November 30, 2007
      amounted to $804,620 and $2,715,592 respectively, and is included in interest
      expense in the accompanying statements of operations.





On
      February 21, 2007, we entered into a Forbearance Agreement (the "Forbearance
      Agreement") with the investors pursuant to which the investors agreed that,
      during the period commencing on February 16, 2007 and ending on the earlier
      of(i) March 31, 2007 or (ii) the date on which any Termination Event (as defined
      in the Forbearance Agreement) first occurs (the "Forbearance Period"), they
      will
      forbear from exercising any and all of the rights and remedies which they may
      have against us or any of our assets under the Notes or the Purchase Agreement
      or at law or in equity as a result of any default under the Notes or as a result
      of the occurrence of certain events with respect to the Purchase Agreement.
      In
      exchange for entering into the Forbearance Agreement, we issued pro rata to
      the
      investors three-year warrants for the purchase of an aggregate of 60,000 shares
      of our common stock at an exercise price of $0.51 per share (the "Fee
      Warrants").




Upon
      the
      issuance of the Fee Warrants, the exercise prices of the five-year warrants
      issued to the investors pursuant to the Purchase Agreement (the "Original
      Warrants") for the purchase of an aggregate of 10,820,896 shares of our common
      stock were automatically adjusted from $0.81 per share and $0.89 per share,
      respectively, to $0.51 per share, and the number of shares of our common stock
      issuable upon exercise of the Original Warrants was automatically adjusted,
      proportionately, to an aggregate of 18,034,830 shares. In the Forbearance
      Agreement, the investors waived, with respect to the issuance of the Fee
      Warrants, application of similar anti-dilution adjustments contained in the
      Notes and in a third series of warrants for the purchase, on or before October
      12, 2007, of an aggregate of 10,820,896 additional shares of our common stock
      at
      an exercise price of $0.67 per share (the "One Year Warrants"). C.E. Unterberg
      Towbin, which holds a warrant for the purchase of 865,672 shares of our common
      stock at an exercise price of $0.67 per share, issued to it in connection with
      its services as exclusive placement agent under the Purchase Agreement,
      separately agreed to waive, with respect to the issuance of the Fee Warrants,
      application of the anti-dilution provisions set forth in that warrant. Because
      the anti-dilution adjustment to the Original Warrants is accounted for as a
      modification of the Original Warrants, we recorded an expense for this
      modification in the period ended February 28, 2007.


9





On
      October 3, 2007, we entered into Amendment No. 1 to the Securities Purchase
      Agreement, Senior Secured Convertible Notes, Warrants and Security Agreement
      with the independent private investors. Pursuant to the Amendment, we agreed
      to
      amend the Notes to provide that even if we elect to make a monthly installment
      payment in cash, the holder will have the right to request payment in common
      stock of the Company. In addition, the Conversion Price was reduced to $0.15.
      The Amendment also amended the warrants to reduce the exercise prices of the
      various warrants to $0.23. In exchange for the foregoing, the investors released
      certain intellectual property for the Security Agreement, allowing the Company
      to transfer and sell such intellectual property. Further, in the Amendment,
      we
      agreed to certain spending covenants in connection with the proceeds we received
      from the sale of the intellectual property under the Intellectual Property
      Assignment Agreement dated as of August 6, 2007 by and between Biophan and
      Medtronic, Inc. For accounting purposes, these amendments as they pertain to
      to
      re-pricing of the convertible debt and warrants, have been treated as an
      extinguishment of the old debt. Accordingly, the remaining unamortized discount
      on the old debt of $3,352,581 was written off, a loss on extinguishment of
      $3,189,187 on the old debt was recognized, and a new discount in the amount
      of
      $2,636,612 was recorded. In addition, a beneficial conversion charge to interest
      expense was recorded in the amount of $3,021,197.





**11.
      FAIR VALUE OF WARRANT LIABILITY:**




In
      accordance with the guidance provided by EITF 00-19, Accounting for Derivative
      Financial Instruments Indexed to and Potentially Settled in, a Company's Own
      Stock, we recorded a liability of $10,157,937 for the fair value of the warrants
      related to the Senior Secured Convertible Notes at February 28, 2007 in order
      to
      provide for the possibility that we would not be able to comply with the
      registration rights of the lenders as contained in the Securities Purchase
      Agreement because we did not have sufficient available authorized shares to
      execute a potential conversion of the Notes and related warrants and thus we
      would be required to settle the contract in cash. In addition, since we did
      not
      have sufficient available authorized shares to execute a potential conversion
      of
      other outstanding warrants, if requested to do so by the grantees, we could
      be
      required to settle any conversion requests in cash. Therefore, we reclassified
      warrants with an approximate value of $756,000 from equity to the warrant
      liability. The fair value of this amount was $336,069 at February 28, 2007.
      The
      Company obtained stockholder approval to increase the authorized shares at
      a
      Special Meeting held on May 8, 2007. The total fair value of derivative
      liability, recorded at $10,494,006 at February 28, 2007, was adjusted by
      $4,339,214 to $6,154,792 at May 8, 2007 resulting in a net non-cash income
      adjustment of that amount. The balance of the liability of $6,154,792 was then
      reclassified to additional paid-in capital.




**12.
      STOCKHOLDERS' EQUITY:**




The
      following changes in stockholders’ equity took place during the nine months
      ended November 30, 2007:




Event
              
              Number
                of
                  Shares
                Issued
              
              Common Stock
              
              Additional Paid-
                in CapitalBalance
                  at February 28, 2007
              
              
              83,431,699
              
              $
              417,159
              
              $
              54,532,204Fair
                  value of derivative liability
              
              
              
              
              
              
              
              
              6,154,792Stock
                  option expense
              
              
              
              
              
              
              
              
              347,643Balance
                  at May 31, 2007
              
              
              83,431,699
              
              
              417,159
              
              
              61,034,639Conversion
                  of Biomed loan principal and accrued interest
              
              
              3,546,118
              
              
              17,730
              
              
              2,358,169Principal
                  and interest payments to investors
              
              
              10,893,013
              
              
              54,465
              
              
              1,734,896Stock
                  issued for services
              
              
              504,859
              
              
              2,524
              
              
              76,705Additional
                  equity contribution from other Myotech members
              
              
              
              
              
              
              
              
              40,049Stock
                  option expense
              
              
              
              
              
              
              
              
              1,596,986Balance
                  at August 31, 2007
              
              
              98,375,689
              
              $
              491,878
              
              $
              66,841,444Principal
                  and interest payments to investors
              
              
              11,248,942
              
              
              56,245
              
              
              1,297,624Stock
                  issued for services
              
              
              1,211,250
              
              
              6,056
              
              
              213,113Stock
                  option expense
              
              
              
              
              
              
              
              
              237,518Forgiveness
                  of debt
              
              
              
              
              
              
              
              
              1,050,000Beneficial
                  conversion feature of new debt
              
              
              
              
              
              
              
              
              3,021,197Modification
                  of warrants
              
              
              
              
              
              
              
              
              2,636,612Loss
                  on extinguishment of old debt
              
              
              
              
              
              
              
              
              3,189,187Balance
                  at November 30, 2007
              
              
              110,835,881
              
              $
              554,179
              
              $
              78,486,695
  On
        May 8,
        2007, at a Special Meeting of Stockholders, a proposal to increase the
        authorized shares of common stock, $.005 par value, from 125 million to 250
        million was approved by the stockholders. As a result, additional paid-in
        capital was increased by $6,154,792 due to the elimination of the fair value
        of
        warrant liability as of the date of the stockholder approval.


10





**13.
      SHARE-BASED COMPENSATION PLANS:**




The
      Company has two stock-based compensation plans, entitled Biophan Technologies,
      Inc. 2001 Stock Option Plan and Biophan Technologies, Inc. 2006 Incentive Stock
      Plan (the "Plans") which are stockholder approved. The Plans provide for the
      grant of incentive and non-qualified stock options to selected employees, and
      the grant of non-qualified options to selected consultants and to directors
      and
      advisory board members. In addition, various other types of stock-based awards
      may be granted. The Plans are administered by the Compensation Committee of
      the
      Board and authorizes the grant of options or restricted stock awards for
      13,000,000 shares under the 2001 Plan and 7,500,000 shares under the 2006 Plan.
      The Compensation Committee determines which eligible individuals are to receive
      options or other awards under the Plans, the terms and conditions of those
      awards, the applicable vesting schedule, the option price and term for any
      granted options, and all other terms and conditions governing the option grants
      and other awards made under the Option Plan. Non-employee directors also receive
      periodic option grants pursuant to the automatic grant program in effect for
      them under the 2006 Plan.




Effective
      March 1, 2006, the Company adopted SFAS No. 123 (revised), "Share-Based Payment"
      (SFAS 123(R)) utilizing the modified prospective approach. Prior to the adoption
      of SFAS 123(R), stock option grants to employees and directors were accounted
      for in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
      Employees" (the intrinsic value method) and the disclosure-only provisions
      of
      SFAS 123, "Accounting for Stock-Based Compensation". Accordingly, employee
      compensation expense was recognized only to the extent that the fair value
      of
      our common stock on the date of grant exceeded the stock option exercise
      price.




Under
      the
      modified prospective approach, SFAS 123(R) applies to new grants and to grants
      that were outstanding on February 28, 2006 that are subsequently modified,
      repurchased or cancelled. Under the modified prospective approach, compensation
      cost recognized beginning in fiscal 2007 includes compensation cost for all
      share-based payments granted prior to, but not yet vested as of February 28,
      2006, based on the grant-date fair value estimated in accordance with the
      original provisions of SFAS 123, and compensation cost for all share-based
      payments granted subsequent to February 28, 2006, based on the grant-date fair
      value estimated in accordance with the provisions of SFAS 123(R). Prior periods
      were not restated to reflect the impact of adopting the new
      standard.




We
      use
      the Black-Scholes option pricing model to estimate the fair value of stock-based
      awards with the following assumptions for the indicated periods:




Three
                Months Ended
                November 30,
                2007
              
              Three
                Months Ended
                November 30,
                2006
              
              Nine
                Months Ended
                November 30,
                2007
              
              Nine
                Months Ended
                November 30,
                2006Expected
                  volatility
              
              
              155.62
              
              
              115.8
              
              
              78.8
              
              
              115.8
                  - 121.8Risk-free
                  interest rate
              
              
              4.17
              %
              
              4.45
              %
              
              4.8
              %
              
              4.08%-4.27
              %Expected
                  life of options
              
              
              8
                  years
              
              
              5.6 - 6.4 years
              
              
              8
                  years
              
              
              10
                  yearsExpected
                  dividends
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-




The
      assumptions above are based on multiple factors, including historical exercise
      patterns of employees in relatively homogeneous groups with respect to exercise
      and post-vesting employment termination behaviors, expected future exercising
      patterns for these same homogeneous groups and the implied volatility of our
      stock price.




At
      November 30, 2007, there was $567,922 of unrecognized compensation cost related
      to stock-based payments which is expected to be recognized over a
      weighted-average period of 0.92 years.




The
      following table represents stock option activity for the nine months ended
      November 30, 2007:


Number
                of
                Shares
              
              Weighted-
                Average
                Exercise
                Price
              
              Weighted-
                Average
                Remaining
                Contract
                Life(years)Outstanding
                  options at 2/28/07
              
              
              9,428,062
              
              $
              .96Granted
              
              
              6,777,331
              
              $
              .24Exercised
              
              
              -0-Forfeited
              
              
              (1,016,500
              )
              $
              1.03Expired
              
              
              -0-Outstanding
                  options at 11/30/07
              
              
              15,188,893
              
              $
              .64
              
              
              7.61Outstanding
                  exercisable at 11/30/07
              
              
              13,905,560
              
              $
              .59
              
              
              7.56




In
      addition to stock option grants of 6,777,331 during the nine months ended
      November 30, 2007, grants of 916,109 shares of common stock with an aggregate
      fair value of $86,354 were awarded to certain individuals pursuant to the 2006
      Incentive Stock Plan and 1,140,000 shares with an aggregate fair value of
      $171,000 were awarded pursuant to the 2001 Stock Option Plan.




11


At
      November 30, 2007, shares available for future stock option grants and other
      stock-based awards to employees and others under our 2001 Stock Option Plan
      were
      434,481 and shares available for future stock option grants and other
      stock-based to employees and others under our 2006 Incentive Stock Plan were
      451,583.




At
      November 30, 2007, the aggregate intrinsic value of option shares outstanding
      was $-0-, and the aggregate intrinsic value of options exercisable was $-0-.
      No
      options were exercised during the nine months ended November 30, 2007.




The
      following table summarizes our non-vested stock option activity for the nine
      months ended November 30, 2007:


Number
                  of
                Shares
              
              Weighted-Average
                Grant-Date
                  Fair
                ValueNon-vested
                  stock options at 2/28/07
              
              
              1,994,583
              
              $
              .62Granted
              
              
              6,277,331
              
              $
              .22Vested
              
              
              (6,492,331
              )
              $
              .26Forfeited
              
              
              (746,250
              )
              $
              .44Non-vested
                  stock options at 11/30/07
              
              
              1,033,333
              
              $
              .74





**14.
      SALE OF INTELLECTUAL PROPERTY:**





On
      October 4, 2007, we entered into an Patent Assignment Agreement with Medtronic,
      Inc., a Minnesota corporation, pursuant to which we agreed to transfer and
      sell
      to Medtronic all of our interest in and to certain intellectual property owned
      by us for an aggregate purchase price of $11,000,000, which amount would have
      been reduced to $10,500,000 if the closing did not occur within 60 days of
      the
      execution of the agreement. On October 5, 2007, we closed the transaction
      contemplated by the Intellectual Property Assignment Agreement, sold the
      foregoing intellectual property to Medtronic and received an aggregate of
      $11,000,000 as the sale price. The Company expensed $70,000 related to the
      intellectual property sold.




**15.
      CONTINGENCIES:**




We
      are
      not a party to any material legal proceedings and there are no material legal
      proceedings pending with respect to our property, except as noted below. We
      are
      not aware of any legal proceedings contemplated by any governmental authorities
      involving either us or our property. None of our directors, officers or
      affiliates is an adverse party in any legal proceedings involving us or our
      subsidiaries, or has an interest in any proceeding which is adverse to us or
      our
      subsidiaries.




The
      Company is pursuing legal claims against one of its former law firms and certain
      of its attorneys. Review of the firm's work product and bills revealed questions
      about the firm's billing practices and other activities. The amount of potential
      damages has not yet been quantified. Also, the law firm has asserted claims
      seeking payment of additional legal fees, which claims the Company has denied.
      The litigation is in an early stage. While, as with any legal proceedings,
      no
      assurance can be given as to ultimate outcome, management believes that the
      outcome of the litigation will not have a material adverse effect upon the
      Company's financial condition. Accordingly, adjustments, if any that might
      result from the resolution of this matter have not been reflected in the
      financial statements.




On
      April
      5, 2007, SBI Brightline LLC and SBI Brightline XI, LLC brought suit against
      us
      and Biomed Solutions, LLC in the Superior Court of Orange County, California.
      The suit alleges, among other things, that in September 2006 we entered into
      an
      agreement to terminate the Stock Purchase Agreement dated as of May 27, 2005
      and
      amended on January 8, 2006, between us and SBI Brightline XI, LLC, and seeks
      unspecified monetary damages and an order by the Court deeming the Stock
      Purchase Agreement to be terminated. We believe the allegations made by SBI
      are
      without basis in fact and in response moved for dismissal of the complaint.
      The
      plaintiffs withdrew their complaint following our motion and filed an amended
      complaint containing nearly identical allegations, against which we likewise
      moved for dismissal. On November 5, 2007, we entered into a Settlement Agreement
      with SBI Brightline LLC, SBI Brightline XI LLC and Biomed Solutions, LLC,
      pursuant to which (i) a promissory note issued by the Company to Biomed
      Solutions, LLC, in the principal amount of $5,000,000, was reduced by
      $1,050,000, (ii) warrants to purchase 1,180,000 shares of common stock of the
      Company, issued to SBI Brightline XI, LLC, were terminated, (iii) the Stock
      Purchase Agreement dated as of May 27, 2005 and amended on January 8, 2006,
      between the Company and SBI Brightline XI, LLC was terminated, and (iv) the
      parties mutually released each other with respect to prior claims.


12




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS**





**GENERAL**




Our
      primary mission is to develop and commercially exploit novel medical device
      technologies to improve the delivery of healthcare. We do not currently employ
      our own manufacturing or distribution channels but rather rely on relationships
      with sub-contractors and/or partner companies. We develop technology protected
      by strong intellectual property targeted at specific markets within the medical
      technology sector.




**COMPANY
      BUSINESS**




During
      the three-month period ended November 30, 2007, we have accomplished the
      following:




· On
      October 5, we closed a transaction to sell a subset of our intellectual property
      portfolio to Medtronic for $11 million. The portion that was sold was limited
      to
      technologies covering MRI safety of implantable devices such as pacemakers
      and
      neurostimulators. We received $500,000 upon execution on August 6, $500,000
      on
      September 6 and the balance of the $11 million was paid upon closing on October
      5. Under this agreement, we maintain our license with Boston Scientific,
      including the $250,000 annual minimum payments, as well as any royalties for
      vascular implants such as stents, as well as MRI visible devices such as
      catheters and guidewires.




· We
      have continued collaboration with Myotech, LLC on development of the Myotech
      Circulatory Support System (CSS), a life-saving device that provides benefits
      and competitive advantages not possible with other circulatory support devices.
      In the past, first generation prototype versions of this technology (Direct
      Mechanical Ventricular Actuation) have saved human lives and hold tremendous
      promise of the treatment of acute heart failure. On October 5, 2007, we
      announced a new agreement with Myotech putting Biophan in control of Myotech,
      increasing our ownership to 68 percent, from 44 percent prior to the deal,
      in
      exchange for $1.2 million in funding. Upon achieving certain milestones, Biophan
      will commit an additional $2 million in funding in exchange for additional
      equity.




· In
      addition to the sale of intellectual property rights to Medtronic, we recognized
      $159,706 in revenue from licensing, grants, development payments, MRI testing,
      and consulting fees.




· Our
      subsidiary, Biophan Europe, has continued development of an MRI image compatible
      stent, capable of being imaged with MRI to detect the presence of restenosis
      (blood vessel narrowing) and blood clots after implantation. Biophan Europe
      is
      also developing an MRI visible heart valve, including the ability to place
      the
      valve under MRI guidance, which provides significant advantages over existing
      imaging procedures. Our technologies to enable stent and heart valve visibility
      are licensed exclusively to Boston Scientific (NYSE:BSX). Biophan Europe is
      also
      continuing development of an MRI image compatible vena cava filter, which allows
      MR imaging of blood clots that may be present in the filter to help ensure
      the
      safe removal of the device, in addition to an occluder device that can also
      be
      imaged and implanted under MRI guidance to treat conditions such as PFO (patent
      foramen ovale) and atrial septal defects.




· We
      have continued working under a Cooperative Research and Development Agreement
      (CRADA) with the FDA's Office of Science and Engineering Laboratories (OSEL)
      to
      research and define methods for measuring MRI safety of medical implants by
      examining the leads of cardiac rhythm management and neurostimulation
      devices.




We
      have
      determined that the technology that we control which is the most proven and
      most
      likely to produce revenues within the near term is the Myotech CSS. This
      technology is our primary areas of focus. Work on MRI visibility is centered
      in
      Europe in our Biophan Europe subsidiary.




Other
      programs, such as the biothermal power supply that we have been developing
      with
      NASA, will take longer to develop, and we have decided to fund these projects
      through either government grants, strategic partners, or other structures that
      do not divert focus and resources from our short-term goals of capitalizing
      on
      our core business.




The
      work
      done to date at NASA on the biothermal power supply has indicated that it may
      require an additional 18 months to determine if we can develop a significant
      improvement in performance of thermoelectric materials over the current state
      of
      the art adequate to generate power from the available heat in the human body.
      We
      have secured one SBIR Phase 1 grant from the Department of Homeland Security,
      and another from the Department of Energy, for the development of the biothermal
      power supply, and we are pursuing additional grant and matching fund
      opportunities with other Federal agencies.


13




**RESULTS
      OF OPERATIONS**




The
      following table presents the dollar amount and percentage of changes from period
      to period of the line-items included in our Condensed Consolidated Statements
      of
      Operations:




**Three
                  Months Ended**
              
              **Nine
                  Months Ended****November
                  30,**
              
              **November
                  30,****2007**
              
              **2006**
              
              **Increase****(Decrease)**
              
              **%****Change**
              
              **2007**
              
              **2006**
              
              **Increase****(Decrease)**
              
              **%****Change**Revenues
              
              $
              11,159,706
              
              $
              226,094
              
              $
              10,933,612
              
              
              4,835.87
              %
              $
              11,492,057
              
              $
              881,115
              
              $
              10,610,942
              
              
              1204.26
              %Operating
                  expenses:Research
                  and development
              
              
              945,466
              
              
              1,737,351
              
              
              (791,885
              )
              
              (45.58
              )%
              
              3,763,250
              
              
              6,267,272
              
              
              (2,504,022
              )
              
              (39.95
              )%General
                  and administrative
              
              
              1,614,083
              
              
              1,264,228
              
              
              349,855
              
              
              27.67
              %
              
              4,904,507
              
              
              4,923,853
              
              
              (19,346
              )
              
              (0.39
              )%Total
                  Expenses
              
              
              2,559,549
              
              
              3,001,579
              
              
              (442,030
              )
              
              (14.73
              )%
              
              8,667,757
              
              
              11,191,125
              
              
              (2,523,368
              )
              
              (22.55
              )%Operating
                  income (loss)
              
              
              8,600,157
              
              
              (2,775,485
              )
              
              11,375,642
              
              
              409.86
              %
              
              2,824,300
              
              
              (10,310,010
              )
              
              13,134,310
              
              
              127.39
              %Other
                  income (expense)
              
              
              (10,236,094
              )
              
              (3,061,966
              )
              
              7,174,128
              
              
              234.30
              %
              
              (8,916,918
              )
              
              (3,641,066
              )
              
              5,275,852
              
              
              144.90
              %Loss
                  from continuing operations before minority interest in Myotech,
                  LLC
              
              
              (1,635,937
              )
              
              (5,837,451
              )
              
              (4,201,514
              )
              
              (71.98
              )%
              
              (6,092,618
              )
              
              (13,951,076
              )
              
              (7,858,458
              )
              
              (56.33
              )%Minority
                  interest in Myotech, LLC
              
              
              389,108
              
              
              470,674
              
              
              (81,566
              )
              
              (17.33
              )%
              
              1,114,281
              
              
              1,686,594
              
              
              (572,313
              )
              
              (33.93
              )%Net
                  loss
              
              $
              (1,246,829
              )
              $
              (5,366,777
              )
              $
              (4,119,948
              )
              
              (76.77
              )%
              $
              (4,978,337
              )
              $
              (12,264,482
              )
              $
              (7,286,145
              )
              
              (59.41
              )%




The
      following comments discuss the significant factors affecting the consolidated
      operating results of the Company comparing the three months ended November
      30,
      2007 to the three months ended November 30, 2006 and the six months ended
      November 30, 2007 to the nine months ended November 30, 2006.




**Comparison
      of the Three Months Ended November 30, 2007 to the Three Months Ended November
      30, 2006.**




**Revenues**  **:**


Revenues
      were $11,159,706 for the three months ended November 30, 2007 as compared to
      $226,094 for the three months ended November 30, 2006. The increase was due
      principally to the sale of intellectual property rights to Medtronics, Inc.
      ($11,000,000) and related transitions fees ($30,000), and grant revenues
      ($25,000) and decreased operating revenues from our European subsidiary, which
      consisted primarily of MRI-related testing and consulting services to medical
      device manufacturers ($120,000).




**Research
      and Development Expenses**  **:**


Research
      and development expenses decreased by 46%, or $791,900. After factoring out
      a
      decrease in non-cash charges relating to stock options expense ($63,000)
      however, expenses decreased by $682,000 or ( 42%). The decrease is
      attributable generally to our planned reductions in spending on our research
      and
      development projects, due to restructuring. The major areas of decreased
      expenses were Project Funding ($303,500), Consulting ($198,000), Patent
      Attorneys ($140,000), and Personnel ($117,000).




**General
      and Administrative Expenses**  **:**


General
      and administrative expenses increased by 28%, or $349,800. After factoring
      out
      an increase in non-cash charges relating to stock options expense ($27,000
      however, expenses increased by $322,800, or 29%. The major area of increased
      expenses was Personnel ($322,000), and Legal Fees ($339,800) These increases
      were offset by a decreases that are attributable generally to our planned
      reductions in spending, due to restructuring. The major areas of decreased
      expenses were office supplies and expense ($111,000), accounting fees
      ($94,000)travel ($86,000), and public relations ($72,000).




**Other
      income (expense)**  **:**


This
      category of net expense increased by $7,174,128 due principally to the increase
      in interest expense related to the


Senior
      Secured Convertible Notes ($5,581,708) and loss on extinguishment of debt
      ($2,519,134) related to the Senior Secured Convertible Notes financing agreement
      in October 2006 and the amendments to that agreement in October
      2007..





**Minority
      Interest in Myotech LLC**  **:**


The
      decrease in this line-item is a direct effect of allocating the decreased losses
      incurred by Myotech to the interest of the owners of Myotech other than Biophan
      and
      the reduction in ownership.


14




**Comparison
      of the Nine Months Ended November 30, 2007 to the Nine Months Ended November
      30,
      2006**




**Revenues**  **:**


Revenues
      were $11,492,057 for the nine months ended November 30, 2007 as compared to
      $881,115 for the nine months ended November 30, 2006. The increase was due
      principally to the sale of intellectual property rights to Medtronics, Inc.
      ($11,000,000) and related development fees ($30,000), and grant revenues
      ($100,000), decreases were principally due to the agreed-upon schedule of
      license fee payments and amortization thereof from Boston Scientific Scimed
      ($312,500) and decreased operating revenues from our European subsidiary, which
      consisted primarily of MRI-related testing and consulting services to medical
      device manufacturers ($207,000).




**Research
      and Development Expenses**  **:**


Research
      and development expenses decreased by 38%, or $2,367,000. After factoring out
      an
      increase in non-cash charges relating to stock options expense ($204,000)
      however, expenses decreased by $2,571,000, 44%. The decrease is attributable
      generally to our planned reductions in spending on our research and development
      projects, due to restructuring. The major areas of decreased expenses were
      Project Funding ($1,526,000), Consulting ($631,000), and Personnel
      ($243,000).




**General
      and Administrative Expenses**  **:**


General
      and administrative expenses decreased by 3%, or $160,000. After factoring out
      an
      increase in non-cash charges relating to stock options expense ($814,000)
      However, other expenses decreased by $974,000, or 23%. The decrease is
      attributable generally to our planned reductions in spending, due to
      restructuring. The major areas of decreased expenses were Public Relations
      ($751,000), Travel ($186,000), Shareholder Expenses ($75,000), Office Supply
      and
      Expense ($155,000), and Consulting and Outside Services ($232,000). These were
      offset by an increases in Personnel ($194,000), and Accounting fees
      ($202,000).




**Other
        income (expense)****:**
 The
        major
        component of this category is interest expense relating to the Senior
        Convertible Notes issued in October 2006, accounting for an increase of
        $6,765,000 of an total increase of $5,275,852. Other components contributing
        to
        the increase in net other expense was loss on extinguishment of debt
        ($2,519,000) and liquidated damages ($652,500) related to the Senior Secured
        Convertible Notes financing agreement in October 2006 and the amendments
        to that
        agreement in October 2007. These expenses were offset by the change in the
        fair
        value of the derivative liability ($4,339,000)




**Minority
        Interest in Myotech LLC**  **:**
 The
        decrease in this line-item is a direct effect of allocating the decreased
        losses
        incurred by Myotech to the interest of the owners of Myotech other than Biophan
        and the reduction in ownership.


**LIQUIDITY
      AND CAPITAL RESOURCES**




*Liquidity*




As
      of
      August 31, 2007, we were in default of our obligations to make payments of
      principal, interest and liquidated damages to holders of our Senior Secured
      Convertible Notes.  However,
      on October 3, 2007, we entered into Amendment No. 1 to the Securities Purchase
      Agreement, Senior Secured Convertible Notes, Warrants and Security Agreement
      with the independent private investors. Pursuant to the Amendment and related
      agreements, the aforementioned defaults were cured. In addition, the investors
      released certain intellectual property for the Security Agreement, allowing
      the
      Company to transfer and sell certain intellectual property to Medtronic, Inc.
      Further, in the Amendment, we agreed to certain spending covenants in connection
      with the proceeds we received from the sale of the intellectual property under
      the Intellectual Property Assignment Agreement dated as of August 6, 2007 by
      and
      between Biophan and Medtronic. On October 5, 2007, we closed the transaction
      contemplated by the Intellectual Property Assignment Agreement, sold the
      foregoing intellectual property to Medtronic and received an aggregate of
      $11,000,000 as the sale price. At November 30, 2007, we have a cash balance
      $8,116,791and a working capital position of $4,060, 637.




We
      have
      instituted a cost reduction program that includes a significant reduction in
      quarterly recurring operating expenses compared to a year ago to a cap of
      $600,000 per quarter currently. In addition, the Company has reduced its
      investments in several product lines and pursued alternative funding vehicles
      in
      support of other projects.





We
      have
      also reorganized our efforts on funding the development of the Myotech Cardiac
      Support System device. On October 2, 2007, we entered into a revised Securities
      Purchase Agreement with Myotech, LLC in which we hold a 44% interest as of
      August 31, 2007. Pursuant to the Agreement, we agreed to purchase from Myotech
      an aggregate of 15,496,547 membership units for an aggregate purchase price
      of
      $3,200,000. In accordance with the Agreement, we received an additional
      5,000,000 Class A Membership Units and an additional 4,316,547 Class A
      Membership Units upon the payment of an aggregate initial purchase price of
      $1,200,000. Thereafter, upon the satisfaction of certain conditions, Biophan
      will purchase an additional 6,180,000 Class A Membership Units of Myotech for
      a
      purchase price of $2,000,000. As a result of these investments, our ownership
      percentage in Myotech will increase to approximately 75%.


15




The
      proceeds from the sale of intellectual property rights to Medtronic, along
      with
      the receipt in December 2007 of our third $250,000 annual minimum payment under
      our license agreement with Boston Scientific, will provide adequate working
      capital resources for the funding of the Myotech device development and other
      operations for an estimated twenty-six months.




***Capital
      Resources***




Our
      current strategic plan does not indicate a need for material capital
      expenditures in the conduct of research and development activities.





We
      currently employ fourteen full-time individuals, twelve in the U.S. and two
      in
      Europe.




**FORWARD
      LOOKING STATEMENTS**




Forward
      looking statements in this Form 10-Q and in other documents incorporated herein,
      as well as in oral statements made by the Company, statements that are prefaced
      with the words "may," "will," "expect," "anticipate," "continue," "estimate,"
      "project," "intend," "designed" and similar expressions, are intended to
      identify forward-looking statements regarding events, conditions, and financial
      trends that may affect the Company's future plans of operations, business
      strategy, results of operations and financial position. These statements are
      based on the Company's current expectations and estimates as to prospective
      events and circumstances about which the Company can give no firm assurance.
      Further, any forward-looking statement speaks only as of the date on which
      such
      statement is made, and the Company undertakes no obligation to update any
      forward-looking statement to reflect subsequent events or circumstances.
      Forward-looking statements should not be relied upon as a prediction of actual
      future financial condition or results. These forward-looking statements, like
      any forward-looking statements, involve risks and uncertainties that could
      cause
      actual results to differ materially from those projected or
      unanticipated.




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**




**Derivative
      Financial Instruments, Other Financial Instruments, and Derivative Commodity
      Instruments**




As
      of
      November 30, 2007, the Company did not participate in any derivative financial
      instruments, or other financial and commodity instruments for which fair value
      disclosure would be required under SFAS No. 107.




**Primary
      Market Risk Exposures**




The
      Company's primary market risk exposures are in the areas of interest rate risk
      and foreign currency exchange rate risk. The Company's investment portfolio
      of
      cash equivalents is subject to interest rate fluctuations, but the Company
      believes this risk is immaterial due to the short-term nature of these
      investments. For the three and six months ended August 31, 2007, foreign
      currency translation gains were approximately $1,594 and $2,900 respectively, as
      a result of consolidating the Company's foreign subsidiaries. During the
      periods, the Company did not engage in any foreign currency hedging
      activities.




**ITEM
      4. CONTROLS AND PROCEDURES**




Based
      on
      their evaluation as of the end of the period covered by this quarterly report
      on
      Form 10-Q, our principal executive officer and principal financial officer,
      with
      the participation and assistance of our management, concluded that our
      disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated
      under the Securities Exchange Act of 1934, were effective in design and
      operation. There have been no changes in our system of internal control over
      financial reporting in connection with the evaluation by our principal executive
      officer and principal financial officer during our fiscal quarter ended August
      31, 2007 that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.




**PART
      II. OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**





We
      are not a party to any material legal proceedings and there are no material
      legal proceedings pending with respect to our property, except as noted below.
      We are not aware of any legal proceedings contemplated by any governmental
      authorities involving either us or our property. None of our directors, officers
      or affiliates is an adverse party in any legal proceedings involving us or
      our
      subsidiaries, or has an interest in any proceeding which is adverse to us or
      our
      subsidiaries.




On
      April
      5, 2007, SBI Brightline LLC and SBI Brightline XI, LLC brought suit against
      us
      and Biomed Solutions, LLC in the Superior Court of Orange County, California.
      The suit alleges, among other things, that in September 2006 we entered into
      an
      agreement to terminate the Stock Purchase Agreement dated as of May 27, 2005
      and
      amended on January 8, 2006, between us and SBI Brightline XI, LLC, and seeks
      unspecified monetary damages and an order by the Court deeming the Stock
      Purchase Agreement to be terminated. We believe the allegations made by SBI
      are
      without basis in fact and in response moved for dismissal of the complaint.
      The
      plaintiffs withdrew their complaint following our motion and filed an amended
      complaint containing nearly identical allegations, against which we likewise
      moved for dismissal. On November 5, 2007, we entered into a Settlement Agreement
      with SBI Brightline LLC, SBI Brightline XI LLC and Biomed Solutions, LLC,
      pursuant to which (i) a promissory note issued by the Company to Biomed
      Solutions, LLC, in the principal amount of $5,000,000, was reduced by
      $1,050,000, (ii) warrants to purchase 1,180,000 shares of common stock of the
      Company, issued to SBI Brightline XI, LLC, were terminated, (iii) the Stock
      Purchase Agreement dated as of May 27, 2005 and amended on January 8, 2006,
      between the Company and SBI Brightline XI, LLC was terminated, and (iv) the
      parties mutually released each other with respect to prior claims.




**ITEM
      1A. RISK FACTORS**




There
      are
      no material changes from risk factors as previously disclosed in the Company's
      Form 10-K for the fiscal year ended February 28, 2007.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**




Not
      applicable.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





Not
      applicable.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




Not
      applicable.




**ITEM
      5. OTHER INFORMATION**




Not
      applicable.




**ITEM
      6. EXHIBITS**





Exhibit
                No.
            
            Exhibit
                Description
            
            Location31.1
            
            Certification
                of principal executive officer pursuant to Rule 13a-14(a)
            
            Filed
                herewith31.2
            
            Certification
                of principal financial officer pursuant to Rule 13a-14(a)
            
            Filed
                herewith32.1
            
            Certification
                of principal executive officer pursuant to Rule 13a-14(b) and 18
                U.S.C.
                Section 1350
            
            Filed
                herewith32.2
            
            Certification
                of principal financial officer pursuant to Rule 13a-14(b) and 18
                U.S.C.
                Section 1350
            
            Filed
                herewith


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**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.





**BIOPHAN
                TECHNOLOGIES, INC.**(Registrant)By:
            /s/
                John F. LanzafameName:
                John F. LanzafameTitle:
                Chief Executive Officer(Principal
                Executive Officer)By:
            /s/
                Robert J. WoodName:
                Robert J. WoodTitle:
                Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)Date:
                January 9, 2008


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